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Practice Areas
Criminal and Traffic Defense Group
Corporate Group
Private Companies
The principles of corporate law govern all incorporated businesses, affecting not only the large, publicly traded companies, but the smaller, private companies as well. The Corporate Law Group of Cervantes & Cioffi LLP focuses its representation on private companies including emerging businesses, venture capital groups, family-owned enterprises, professional services companies, and mid-sized corporations. As entrepreneurs ourselves, we share the entrepreneurial attitude and provide solutions and strategies to help ensure the successful operations and continued growth of our corporate clients. We work closely with business owners, functioning as legal counsel, business advisor, and tax consultant to address matters in the following areas:
- Business formation
- Financing and capitalization
- Succession planning
- Litigation support
- Mergers and acquisitions
- Sale or exchange of business assets
- Reorganization
- Dissolution
Small Businesses and Sole Proprietorships
Owners of small businesses and sole proprietors have special needs. The attorneys at Cervantes & Cioffi LLP understand these concerns. Our professionals are committed to small business clients and assist in all aspects of formation, financing, and development. We provide small business owners with the comprehensive legal services required to establish and maintain successful business operations. Our attorneys provide counsel in the following areas:
- Structuring and formation of business entities
- Reviewing and amending business plans and financing arrangements
- Drafting bylaws, operating agreements, and internal control guidelines
- Negotiating non-compete agreements, ownership and management arrangements, and employment and consulting contracts
- Providing advice regarding employee benefit plans and retirement strategies
- General business representation and litigation support
Mergers and Acquisitions
The professionals at Cervantes & Cioffi LLP represent private companies on both sides of merger and acquisition transactions. With support from our affiliates, we analyze the goals of our clients and structure each transaction to maximize value while minimizing costs. Our attorneys also examine alternative structures and methods to determine whether a more effective strategy can be implemented to obtain an objective. As part of our mergers and acquisitions practice, we provide assistance in the following areas:
- Writing letters of intent
- Structuring transactions
- Performing due diligence
- Reviewing valuation assessments
- Drafting legal agreements
- Coordinating financing
- Executing closing and transfer documents
Corporate Governance
Although private companies and small businesses are generally not subject to the same reporting and disclosure requirements as publicly traded companies, adopting a strict compliance policy helps ensure that corporate formalities are maintained and finances are not commingled. The attorneys at Cervantes & Cioffi LLP assist business clients in establishing a customized corporate governance plan and aid in developing strategies for responsible reporting and the maintenance of company records.
Family Office Services
The family office services provided by the professionals at Cervantes & Cioffi LLP serve the needs of high net worth individuals and affluent families in areas such as tax compliance, wealth transfer, retirement planning, legal risk management, and real estate investments. As part of these services, we meet with our clients and their other advisors on a regular basis to review asset allocations, insurance policies, risk management strategies, business structures, and company records. We also provide a comprehensive range of business planning, accounting, and corporate governance services, which allows us to act as business consultant, bookkeeper and tax preparer, custodian of records, and general counsel for many of our family office clients.
Nonprofit Corporations
The attorneys at Cervantes & Cioffi LLP assist in the formation and management of nonprofit corporations and other tax-exempt entities, including labor unions, community service groups, condominium and homeowners associations, charitable foundations, and private educational institutions.
Estate Planning Group
Wealth Preservation
The Estate Planning Group of Cervantes & Cioffi LLP provides tax and legal services regarding estate and trust planning, transfers of wealth, and legal risk management to individuals, business owners, charitable organizations, and fiduciaries. Based on specific goals and circumstances, our attorneys create a customized plan and apply sophisticated tax planning methods to minimize tax exposure while growing wealth. Working in conjunction with our clients’ other advisors, we help ensure that capital assets and financial resources are preserved for the next generation.
Individuals
Our attorneys consider the impact of federal income, estate, gift, and generation-skipping taxes, as well as charitable giving. The services we provide to individuals include:
- Analyzing the tax consequences of wealth transfers
- Drafting wills, trusts, and powers of attorney
- Preparing fiduciary income tax returns
- Resolving disputes with the Internal Revenue Service and state tax agencies
- Creating and maintaining charitable foundations
Business Owners
We counsel our business clients in protecting company assets, planning for management succession, and transferring ownership and control efficiently. The services we provide to our business clients include:
- Designing and implementing exit strategies
- Counseling managers on ownership and entity structure changes
- Drafting buy-sell agreements and employment contracts
- Developing life insurance and employee benefits programs
- Planning for liquidity needs
- Assisting business owners in allocating and transferring business assets
Charitable Organizations and Fiduciaries
Our work with charitable organizations and fiduciaries includes counseling in the following areas:
- Nonprofit and tax-exempt status
- Formation, structuring, and funding of charitable entities
- Administration, compliance, and operational support
- Tax return preparation
- Tax planning and valuation
- Tax disputes and audit defense
- Distribution planning
- Trust and estate accounting
- Fiduciary duties and financial responsibilities
Real Estate Group
The Real Estate Group of Cervantes & Cioffi LLP counsels clients in structuring, funding, and executing real estate transactions for both commercial and residential properties. Having worked with property owners, real estate agents, and mortgage bankers, as well as architects, builders, developers, investors, and regulators, our attorneys are capable of assisting in a multitude of real estate matters including the acquisition or disposition of personal and corporate real estate properties, drafting of commercial lease agreements, structuring of real estate financing arrangements, management of real estate holdings, and formation of condominium associations. The attorneys at Cervantes & Cioffi LLP represent clients in the following areas:
- Purchases and sales
- Transfers of titles and deeds
- Development
- Financing
- Management of real estate holdings
- Condominium law
- Like-kind property exchanges
Landlord/Tenant
The professionals at Cervantes & Cioffi LLP provide representation in security deposit issues, past-due rent negotiations, breach of lease disputes, and evictions. We also provide lease consultation and preparation to ensure that your lease agreement complies with legal requirements of your city and county. Our attorneys provide competent representation in forcible detainer proceedings by attending court appearances, negotiating damages and stay dates, filing for the tenant's physical eviction from the property, and collection of any judgment awards obtained on your behalf. Whether your matter is residential or commercial in nature, our professionals have the legal expertise to guide you through to a successful resolution.
Tax and Business Services Group
Tax Environment
The frequency of changes in tax law has increased dramatically over the past few years causing many taxpayers to become interested in more than simple tax return preparation services. Even with advanced tax software and computerized research tools, complex issues involving interrelated entity structures, depreciation, tax credits and incentives, international transactions, and valuation have compelled taxpayers to explore new relationships with tax professionals.
The Tax and Business Services Group of Cervantes & Cioffi LLP understands these issues and provides practical and personalized counsel to our business and individual clients in the areas of accounting, tax planning and preparation, civil and criminal tax controversy, audit defense, and tax research. We utilize our knowledge and expertise to ensure that our clients are complying with the various rules and regulations while receiving the maximum benefits allowed under the law. Our professionals assist in developing business and tax strategies at the local, state, and federal levels that coincide with the economic and personal goals of our clients. We serve the needs of small and mid-sized private companies, sole proprietorships, nonprofit organizations, pass-through entities, family-owned businesses, and individuals.
Tax and Accounting
The professionals at Cervantes & Cioffi LLP provide a wide array of tax and accounting services for individuals, corporations, partnerships, estates and trusts, and nonprofit organizations in matters such as tax return preparation, bookkeeping, personal wealth management, estate and gift tax consulting, and litigation support. Our attorneys also provide counsel to accounting and financial advisory firms. We have helped our clients draft engagement letters, conduct tax research, wind-up complex partnerships, negotiate merger terms for newly acquired practice groups, resolve civil and criminal tax controversy cases, and manage legal risks. The tax and accounting professionals at Cervantes & Cioffi LLP provide assistance in the following areas:
- Comprehensive tax planning
- General accounting and bookkeeping
- Preparation of federal and state income tax returns, tax information documents, and employment and payroll tax returns
- Representation in civil and criminal tax controversies including tax audits, appeals, and collections actions involving federal and state tax agencies
- Choice of business entities and tax structures
- Acquisition and disposition of business assets
- Gift and estate tax planning and wealth transfer strategies
- Employee benefits programs, retirement planning, and accountable plans
- Tax research
- Litigation support
Business Consulting
As companies increase the use of outsourcing to reduce overhead, business owners are challenged to offer high quality service with a reduced staff. Many business owners struggle with making a seamless transition from services provided by in-house personnel to services provided by an external source. The professionals at Cervantes & Cioffi LLP understand these challenges and offer practical and cost-effective solutions. We have the expertise and resources to assist business owners in analyzing market trends, increasing revenues and profits, minimizing tax liabilities, reducing payroll expenses, and diversifying legal risk while streamlining business operations. We work with our business clients to provide specialized services including the following:
- Compilation and analysis of financial data
- Preparation of business plans, annual reports, budgets, financial computations, and pro forma statements
- Review of investment proposals, employment contracts, loan applications, and banking documents
- Development of cost control and reimbursement policies
- Support for mergers and acquisitions, liquidations, dispositions, restructurings, and reorganizations
- Analysis and execution of business and real estate transactions
Criminal and Traffic Defense Group
The professionals at Cervantes & Cioffi LLP provide aggressive and experienced representation against criminal and traffic misdemeanor and felony charges. Depending on the facts of your case, we will develop a case strategy and will either negotiate on your behalf for lesser charges or dismissal, or we will take your matter to trial. In representing you against state charges, we scrutinize any police procedures enacted against you to ensure your rights have not been violated. We also assist clients with having their arrest/criminal records expunged or sealed. The areas in which we provide representation include the:
- Drug charges
- Retail theft
- Violent crimes-assault, domestic battery, etc.
- White collar crimes-embezzlement, fraud, conspiracy
- Traffic violations, License issues-Secretary of State license reinstatement hearings, speeding tickets
- Drunk driving arrests and DUI charges
- Expunge or seal arrest/criminal records
Additionally, we assist clients in assessing their eligibility for special programs, including pretrial diversion programs, drug and alcohol programs and anger management counseling that will prevent our clients from being found guilty and convicted.
Probate Group
Our attorneys respond to our clients' needs, and help determine if probate is necessary. If probate is necessary, we will be involved in the probate process as much or as little as you would like us to be. Our firm provides full probate services from start to finish, such as the initial filing of the will, preparing orders and pleadings, serving required notices upon heirs and creditors, handling claim disputes and claim resolution, court appearances, and the filing of estate tax returns.
